Loading the contract library
A reusable master services agreement for a Customer engaging a Supplier to provide services under one or more work orders, governed by ADGM law.
Abu Dhabi Global Market (ADGM)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Customer] (the "Customer") and [TO BE CONFIRMED — Supplier] (the "Supplier").
"Purpose" means [TO BE CONFIRMED — Purpose].
"Services" means the services described in a work order.
"Deliverables" means the documents, materials and other outputs that a work order identifies as deliverables to be provided by the Supplier.
Explore more templates in this category or region.
"Supplier Background Materials" means materials, methods, software, tools, templates, know-how and other items owned by or licensed to the Supplier before the relevant work order or developed independently of it.
"Confidential Information" means information disclosed by or for a party in connection with this agreement that is identified as confidential or would reasonably be understood to be confidential.
"Payment Period" means 30 days after receipt of a valid invoice.
"Initial Term" means one year.
"Renewal Period" means successive periods of one year.
"Non-Renewal Notice Period" means 90 days.
"Termination Notice Period" means 30 days.
"Liability Cap" means [TO BE CONFIRMED — Liability cap].
"Customer Notice Address" means [TO BE CONFIRMED — Customer notice address].
"Supplier Notice Address" means [TO BE CONFIRMED — Supplier notice address].
"Service Level Measurement Period" means one calendar month.
"Transition Period" means 90 days.
The parties may enter into work orders under this agreement. A work order must describe the Services, Deliverables, fees, timetable, assumptions, acceptance criteria and any service levels that apply. It becomes binding only when signed by both parties, and is incorporated into this agreement.
If there is a conflict, the following order of precedence applies: a work order, but only to the extent it expressly states that it overrides this agreement; this agreement; and any document incorporated by reference. A purchase order is administrative only and does not amend this agreement.
The Supplier must perform the Services with reasonable skill and care, using suitably skilled and experienced personnel, in accordance with the applicable work order, applicable law and the Purpose.
The Customer must provide the access, information, decisions, cooperation and approvals reasonably required for the Supplier to perform the Services. The Supplier is not responsible for delay or failure caused by the Customer’s failure to do so, and the parties will agree any reasonable resulting change to the affected work order.
Either party may request a change to a work order. No change is effective unless recorded in a written change request signed by both parties, stating its effect on scope, fees, timetable, assumptions and any other affected terms. The Supplier must continue to perform the unchanged Services while a change request is being considered.
Each work order must identify for each party an individual with responsibility and authority to act as its key point of contact and decision-maker, and an individual with more senior executive authority as its escalation lead. The Supplier’s project lead must provide regular updates to the Customer’s project lead on the status of the Services and Deliverables, including delivery dates and other timeframes in the work order. If either party believes the other has failed to perform a required action, or the parties disagree over acceptance, a change request or another process, their project leads must meet and discuss the issue in good faith. If they do not resolve it within 10 days, either party may request a meeting of the escalation leads, who must use reasonable and good-faith efforts to resolve it within 10 days after that request.
The Customer must pay the fees and reimbursable expenses specified in each work order. The Supplier may invoice in accordance with that work order, and each valid undisputed invoice is payable within the Payment Period. The Customer must notify the Supplier promptly of a good-faith dispute and pay the undisputed amount when due.
Late payments are subject to a charge of 1.5% per month or the maximum amount permitted by applicable law, whichever is less.
Fees and expenses are exclusive of VAT and similar indirect taxes, which the Customer must pay on receipt of a valid tax invoice. Each party is responsible for taxes imposed on its own income, profits, personnel and property. If the Customer is required by law to withhold tax, it may do so and must provide the Supplier with evidence of the withholding.
The Customer must test each Deliverable against the acceptance criteria in the applicable work order within the period stated there. It must accept the Deliverable if it materially conforms to those criteria, or give a written rejection identifying material non-conformities. The Supplier must promptly correct those non-conformities and resubmit the Deliverable. A Deliverable is deemed accepted if the Customer uses it in production other than for testing, or does not reject it within the stated period.
The Supplier must measure its performance against the service levels in the applicable work order during each Service Level Measurement Period and provide the Customer with the reports stated there. The remedies for a service-level failure are those specified in that work order and do not limit other remedies for a material breach unless the work order expressly says they are exclusive.
The Customer retains ownership of all intellectual property rights in materials, data and other items it provides to the Supplier. The Customer grants the Supplier a non-exclusive, non-transferable, royalty-free licence to use them only as necessary to perform the Services during the applicable work order.
The Supplier may access and use Customer systems only to the extent expressly authorised by the Customer in a work order or otherwise in writing, as necessary to provide the Services, and in strict accordance with applicable time limits, personnel restrictions, access controls, Customer policies and instructions. If granted physical access to Customer facilities, the Supplier may access them only to provide the Services and in strict accordance with Customer policies and instructions. The Supplier is solely liable for its acts and omissions, including those of its personnel and subcontractors, at Customer facilities, including personal injury or property damage. The Supplier warrants that it has adequate personnel, security and operational measures to comply with these obligations and not impair the security, integrity or availability of Customer Materials, Customer systems or Customer facilities, and must provide reasonable compliance documentation or third-party audit reports on request.
On payment of all fees due for the relevant Deliverables, the Supplier assigns to the Customer all intellectual property rights in Deliverables created specifically for the Customer under a work order, excluding Supplier Background Materials. The Supplier grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify and allow its affiliates and service providers to use Supplier Background Materials incorporated in those Deliverables as necessary to use and exploit the Deliverables.
At the Customer’s request and expense, during and after the term of this agreement, the Supplier must reasonably assist and cooperate with the Customer, including by executing documents, providing testimony and taking further acts reasonably requested by the Customer, to enable the Customer to acquire, transfer, maintain, perfect and enforce its intellectual property rights in Assigned Deliverables. To the extent the Supplier has rights in an Assigned Deliverable that cannot be assigned, including moral rights, it irrevocably waives enforcement of those rights and waives and quitclaims to the Customer and its licensees all claims concerning them.
The Customer may, but is not required to, give the Supplier suggestions, feedback or comments about the Services or related offerings, and gives that feedback “AS IS”. The Supplier may use that feedback freely without restriction or obligation. The Supplier may collect and analyse data and information about the provision, use and performance of the Services based on the Customer’s use of the Services, and may use it to maintain, improve and enhance its products and services without restriction or obligation. The Supplier may share that data only if it is aggregated and does not identify the Customer.
Each party must keep the other party’s Confidential Information confidential and use it only to perform or receive the Services and for the Purpose. It may disclose Confidential Information to its affiliates, professional advisers, auditors, insurers and personnel who need to know it and are bound by confidentiality obligations, or where required by law, court order or regulator, where lawful notice is given. Confidential Information does not include information that the recipient can show is public other than through breach, already lawfully known, independently developed, or lawfully received without restriction.
Each party must comply with applicable data protection law. Where the Supplier processes personal data on the Customer’s behalf, the Customer is the controller and the Supplier is the processor unless the applicable work order states otherwise. The parties must enter into a data processing schedule that records the required processing details and requires appropriate technical and organisational measures, confidentiality, assistance, incident notification, approved subprocessors, deletion or return, and audit cooperation.
The Supplier may use subcontractors but remains responsible for their acts and omissions as if they were its own. The Supplier must ensure that each subcontractor is bound by written obligations consistent with the Supplier’s obligations under this agreement.
Each party warrants that it has authority to enter into and perform this agreement. The Supplier warrants that it will perform the Services in accordance with the Services clause. Except as expressly stated in this agreement, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted by law.
The Supplier must indemnify the Customer against losses finally awarded or agreed in settlement of a third-party claim that the Customer’s authorised use of a Deliverable infringes that third party’s intellectual property rights, provided that the Customer promptly notifies the Supplier, gives it sole control of the defence and settlement, and provides reasonable assistance. The Supplier may procure the right to continue use, modify or replace the affected Deliverable, or terminate the affected work order and refund prepaid fees for the unused affected Services. This does not apply to claims arising from Customer Materials, Customer instructions, unauthorised modification, or use contrary to this agreement.
Neither party excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited. Subject to that, neither party is liable for loss of profit, revenue, business, goodwill, anticipated savings or data, or for indirect or consequential loss. Each party’s aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap.
The Supplier must maintain insurance that is appropriate for the nature and risks of the Services, with reputable insurers, and provide reasonable evidence of that insurance on request.
This agreement starts on the date it is signed by the last party and continues for the Initial Term. It then renews automatically for successive Renewal Periods unless either party gives the other written notice not to renew at least the Non-Renewal Notice Period before the end of the then-current term.
Either party may terminate this agreement or any work order for convenience by giving at least the Termination Notice Period written notice. The Customer must pay for Services properly performed and approved non-cancellable commitments properly incurred up to the effective termination date.
Either party may terminate this agreement or an affected work order immediately by written notice if the other party commits a material breach and, if the breach can be remedied, fails to remedy it within 30 days after receiving written notice requiring it to do so; or becomes insolvent, enters liquidation or administration, ceases or threatens to cease business, or is unable to pay its debts as they fall due, except as prohibited by applicable law.
If this agreement expires or is not renewed, each work order then in force continues until it is completed or ends under its own terms, and this agreement continues to apply to that work order until then. If either party terminates this agreement, each work order then in force terminates at the same time, unless the terminating party's notice states that a specified work order continues, in which case this agreement continues to apply to that work order until it ends.
Customer affiliates may enter into their own work orders with the Supplier as mutually agreed. Each such work order creates a separate agreement between that affiliate and the Supplier incorporating this agreement, with the affiliate treated as the Customer. Neither the Customer nor any Customer affiliate has rights under another affiliate’s separate agreement with the Supplier, and breach or termination of one separate agreement affects only that agreement.
On termination or expiry, each party must return or securely destroy the other party’s Confidential Information on request, except for copies retained by automatic backup, legal requirement or legitimate compliance records. Termination does not affect accrued rights or obligations. The Confidentiality, Intellectual Property, Liability, Notices, Governing Law and Jurisdiction clauses, and any provisions intended to survive, continue after termination.
For the Transition Period after notice of termination or expiry, the Supplier must provide reasonable transition assistance requested by the Customer to enable an orderly transfer of the Services to the Customer or a replacement supplier. Unless termination is due to the Supplier’s breach, the Customer must pay the Supplier’s reasonable charges for that assistance at the rates in the applicable work order or, if none, the Supplier’s then-current standard rates.
A notice under this agreement must be in writing and delivered by hand, reputable courier or email to the recipient’s Customer Notice Address or Supplier Notice Address, as applicable, or to another address notified under this clause. A notice is deemed received when delivered by hand, on recorded delivery by courier, or when the sender receives no delivery-failure notice after sending an email before 5:00 pm on a business day at the recipient’s location; otherwise, at 9:00 am on the next business day.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, except for payment obligations. The affected party must promptly notify the other, use reasonable efforts to mitigate the effect and resume performance. If the event continues for 60 days, either party may terminate the affected work order by written notice.
Neither party may assign, transfer or otherwise deal with its rights or obligations under this agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed, except that either party may assign this agreement to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its relevant business or assets, provided the assignee can perform the assigning party’s obligations.
This agreement and its work orders are the entire agreement between the parties about their subject matter and replace prior discussions and arrangements. A variation is effective only if in writing and signed by authorised representatives of both parties. No failure or delay in exercising a right is a waiver. If any provision is invalid or unenforceable, it is adjusted to the minimum extent necessary or severed, and the remainder continues. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship. A person who is not a party has no right to enforce this agreement.
This agreement and any work order may be executed in counterparts, including electronic copies and PDFs, each of which is deemed an original and all of which together form one and the same instrument.
The Customer must not export, re-export, transfer or allow the export, re-export or transfer of the Services, Deliverables or related technology or materials in violation of applicable export-control restrictions, laws or regulations.
Neither party may take any action that would violate applicable law prohibiting the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist the Supplier or the Customer in retaining or obtaining business.
Neither party may publicly announce the existence of this agreement or any work order without the other party’s prior written approval.
A breach of the Confidentiality clause or violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. On an actual or threatened breach or violation, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by ADGM law. The courts of ADGM have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any non-contractual dispute.
Licence: CC BY 4.0
Licence: CC BY 4.0
Includes wording adapted from the Common Paper Professional Services Agreement Standard Terms (https://github.com/CommonPaper/PSA), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/); Bonterms Professional Services Agreement v1.2 (https://github.com/Bonterms/Professional-Services-Agreement), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/). Modified by Index Law.